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HomeMy WebLinkAbout03-18 Proffer Statement7.9 �0������ The Owner shall pay $360,000 to the County to be used to pay toward road • ., r■XVAFr r �r .■. ■. r rra r wadirectly imnpacted by this development. The Owner agrees to make said payment at the earlier of the issuance of a certificate of occupancy for a building in the second phase of development as is described herein or at the time that a road is constructed which intersects with Route 50 at the location referenced herein. Carpers Valley Industrial Park February 22, 2019 Proffer Statement PROFFER STATEMENT REZONING: RZ. #03-18: R4 to M1 PROPERTY: 122.18 Acres +/-: Tax Map & Parcels 64-A-86 and 87 (the "Property") RECORD OWNER: JGR THREE LLC, ELLEN, LLC, LCR, LLC, MDC THREE, LLC, SUSAN SANDERS, LLC, LIBERTY HILL, L.C., Thomas A. Dick, Timothy J. Dick and Michael E. Dick APPLICANT: Hines Acquisitions, LLC PROJECT NAME: Carpers Valley Industrial Park DATES OF PROFFERS FOR PREVIOUS REZONINGS: March 24, 2008 (Revised: September 2,2008; October 31, 2008; December 8, 2008; January 9, 2009; May 1, 2013; June 17, 2013, July 23, 2013; August 15, 2013; September 6, 2013; September 26, 2013) DATE OF PROFFERS: August 8, 2018 REVISION DATE: October 12, 2018; November 20, 2018, January 23, 2019, February 22, 2019 The undersigned owners hereby proffer that the use and development of the subject property ("Property"), as described above, shall be in conformance with the following conditions, which shall supersede all other proffers that may have been made prior hereto. In the event that the above referenced rezoning is not granted as applied for by the Owner ("Owner"), these proffers shall be deemed withdrawn and shall be null and void. Further, these proffers are contingent upon final rezoning of the Property with "Final Rezoning' defined as that rezoning that is in effect on the day upon which the Frederick County Board of Supervisors (the "Board") grants the rezoning. The headings of the proffers set forth below have been prepared for convenience or reference only and shall not control or affect the meaning or be taken as an interpretation of any provision of the proffers. The improvements proffered herein shall be provided at the time of development of that portion of the Property adjacent to or including the improvement or other proffered requirement, unless otherwise specified herein. The term "Owner" as referenced herein shall include within its meaning all future owners, assigns, and successors in interest. When used in these proffers, the "Generalized Development Plan" shall refer to the plan entitled "Generalized Development Plan, Carpers Valley Industrial Park" prepared by Pennoni Associates, Inc., (the "GDP") dated October 2018. The purpose of the GDP is to identify the general location of the land bays, the general location of the proffered transportation improvements and the general location of the pedestrian trail system. The Owner hereby proffers to develop the Property in substantial conformity with the proffered GDP, prepared by Carpers Valley Industrial Park Proffer Statement February 22, 2019 Pennoni Associates, Inc. and dated October 2018. The GDP is recognized to be a conceptual plan and may be adjusted without the need of new conditional rezoning approval by the Board, provided that the adjustments do not eliminate, substantially reduce, or substantially relocate the areas indicated on the proffered GDP. 1. LAND USE 1.1 The Owner intends to develop the Property with a mix of light industrial uses as allowed under the M -I zoning district provided the maximum daily vehicle trips do not exceed the Traffic Impact Study — Revision I (as prepared by Pennon July 2018) of 3,100 vehicle trips per day (VPD). With each Site Plan, the owner will submit for the property a trip generation estimate per the Institute of Transportation Engineers (ITE) "Trip Generation Manual)", current edition and a summary of total trips approved to date to ensure that estimates for the property do not exceed 3,100 VPD. In order to gain Site Plan approval for any development that would result in more site trips generated than a total of 3,100 VPD, the Owner shall prepare a new Traffic Impact Analysis, identifying ant transportation improvements required to mitigate the increased trip volumes, and reach an agreement with Frederick County and the Virginia Department of Transportation on improvements necessary to mitigate those impacts. 2. ARCHITECTURE AND SIGNAGE: 2.1 All buildings on the Property shall be constructed using similar architectural styles and building materials for a more uniform appearance. Site signage shall be uniform and in compliance with the Frederick County ordinances. 2.2 The Owner agrees to install a screen buffer along the northern property line (along Route 50) to include planting of deciduous and evergreen trees. Where possible, the Owner shall retain existing vegetation and incorporate the same into the buffer in order to create a natural look. Planting and retention of existing vegetation shall be at the discretion of the Owner. 3. PEDESTRIAN TRAIL SYSTEM 3.1 The Owner shall design and build a public pedestrian -bicycle trail system to Virginia Department of Transportation standards that links to the adjoining properties adjacent Coverstone Drive. Said trails shall be in the location generally depicted on the GDP. Sidewalks shall be constructed on public streets to Virginia Department of Transportation standards. The combined pedestrian/bicycling trail shall be 10 feet wide and shall have an asphalt surface. 4. WATER & SEWER: 4.1 The Owner shall be responsible for connecting the Property to public water and sewer. It shall further be responsible for constructing all facilities required for such connection at the Property boundary. All water and sewer infrastructure shall be constructed in accordance with the requirements of the Frederick Water. Carpers Valley Industrial Park Proffer Statement 5. CULTURAL RESOURCES: February 22, 2019 5.1 The Owner shall conduct or cause to be conducted a Phase I Archeological Investigation of the Property, prior to the approval of the first site or public improvement plan for the property and shall complete Phase II and III investigations thereof as may be demonstrated to be necessary by the Phase I study. 6. FIRE & RESCUE: 6.1 The Applicant shall contribute to the Millwood Fire and Rescue Company in the sum of $0.10 per building square foot floor area for fire and rescue purposes, payable prior the issuance of the first occupancy permit for each building. 7. TRANSPORTATION: 7.1 The Owner shall dedicate, design and construct Coverstone Drive, in the general location shown on the GDP, with reasonable adjustments pennitted for final engineering, as a full section with raised medians on a minimum 94' right-of-way, all in accordance with Virginia Department of Transportation specifications, according to the following phasing schedule: PHASE 1: Phase I shall consist of a full four lane section including a ten -foot trail from Point A at its terminus and end of existing right-of-way to Point B the second proposed entrance as depicted on the GDP. Said roadway shall be constructed to base asphalt prior to issuance of a certificate of occupancy for any light industrial building up to 405,000 square feet or greater than 1,500 VPD on the Property. PHASE 2: Phase 2 shall consist of construction of a full four lane section of Coverstone Drive, including a ten -foot pedestrian/bicycling trail from Point B, the second proposed entrance, to Point C, the future intersection of Tazewell Road, and the construction of Coverstone Drive as a four -lane section from Point C to Point D as depicted on the GDP. Said roadway improvements shall be completed prior to issuance of a certificate of occupancy for any use that would cause the Property to exceed 405,000 square feet of light industrial building area or greater than 1,500 VDP. Final top courses of asphalt for Coverstone Drive from Point A to Point C shall be completed with the completion of Phase 2. 7.2 The Coverstone Drive public right-of-way shall be dedicated to Frederick County as part of the Site Plan approval process, consistent with applicable Virginia law. Right -of -Way dedication shall be provided to adjacent owners in Governors Hill or another entity if the design, funding and construction Coverstone Drive occurs prior to Carpers Valley Industrial Park executing the proffered improvements above. Carpers Valley Industrial Park Proffer Statement February 22, 2019 7.3 All public streets and roads shall be designed in accordance with the Virginia Department of Transportation specifications, subject to review and approval by Frederick County and Virginia Department of Transportation. 7.4 The design of off-site road improvements shall be in general conformance with the plan entitled "Off -Site Improvements Exhibit" Sheets 1-3, as prepared by Pennoni Associates Inc., dated October, 2018. Off-site improvements shall be constructed in two (2) phases and correspond as part of Phases 1 and 2 as defined in Proffer 7.2 above; Intersection 1: Road improvements as described in "Off -Site Improvements Exhibit Sheet 1 of 3 Route 522 @ Costello Dr" shall be completed in Phase 1. Intersection 2: Road improvements as described in "Off -Site Improvements Exhibit Sheet 2 of 3 Prince Frederick Drive at Costello Dr" shall be completed in Phase 1. Intersection 3: Road improvements as described in "Off -Site Improvements Exhibit Sheet 3 of 3 Route 50 at Prince Frederick Dr" shall be completed in Phase 1. 7.5 Public right-of-way of Tazewell Road shall be dedicated to the property lines of the adjacent parcel with the construction and dedication of the Coverstone Drive extension Phase 2, to allow further construction of the future roadway by others. 7.6 The Owner shall dedicate an area of approximately 0.6 acres, for the purposes or regional transportation improvements, all property of PIN# 64A87 south and west of the Coverstone Drive and Prince Frederick Drive Intersection at the request of Frederick County or the Virginia Department of Transportation. 7.7 The Owner shall make good faith efforts to obtain any off-site right of way needed to complete any proffered off-site transportation improvements. In the event that the Owner is not able to obtain the right of way and, further, the County and/or State of Virginia do not obtain the necessary right of way in lieu of constructing the road improvement, the Owner shall provide a monetary contribution to Frederick County that is equivalent to the estimated construction cost of those road improvements that could not be implemented. The construction cost estimate shall be subject to review and approval by Virginia Department of Transportation. These monetary contributions may be utilized by Frederick County for transportation improvements within the vicinity of the subject property. 7.8 The Owner shall contribute $20,000 toward infrastructure improvements for Coverstone Drive west of Prince Frederick Drive to connect to relocated Route 522, payable prior to the first occupancy permit. Carpers Valley Industrial Park Proffer Statement February 22, 2019 7.9 The Owner shall pay $360,000 to the County to be used to pay toward the road improvements in the public right-of-way on Route 50 to create an intersection with Inverlee Way or to be used at the County's discretion, for road improvements in the Coverstone Drive area. The Owner agrees to make said payment at the earlier of the issuance of a certificate of occupancy for a building in the second phase of development as is described herein or at the time that a road is constructed which intersects with Route 50 at the location referenced herein. 8. AIRPORT OPERATIONS: 8.1 The Owner shall consult with the Executive Director of the Winchester Regional Airport with respect to the granting of a reasonable avigation easement to provide further protection for airport operations, and shall dedicate such easement, as the Airport and Owner shall mutually agree. Said avigation easement shall be dedicated prior to issuance of the 1St occupancy permit for the property. 8.2 The Owner shall file an Obstruction Evaluation/Airport Airspace Analysis (OE/AAA) in accordance with the Code of Virginia, Section 15.2-2294. The OE/AAA filing shall occur a minimum of 45 days prior to the expected start of any site plan or public improvement plan construction. SIGNATURES APPEAR ON THE FOLLOWING PAGES Carpers Valley Industrial Park Proffer Statement JGR THREE, LLC By: By: CONIMONWE,ALTH OF VIRGINIA, AT LARGE /City of I.V ►'1 C-!1� �� , To -wit: February 22, 2019 19 The forgoing instrument was acknowledged before me this '�� day of �C%n {) by )hn of JGR THREE, LLC. My commissi exp 'es Q �i =LIND S1�Totary Public �inia Carpers Valley Industrial Park Proffer Statement ELLEN, LLC By: By: February 22, 2019 CONEXIONWKALTH OF VIRGINLA,, AT LARGE /City of %t i��Cyie5 ��,/ , To -wit. The fore ing instrument was acknowledged before me this j� �o "� day- of l��ll i C �1 , 20K by ti7nC; - 4��5 1 — Ty of ELLEN, LLC. My commissi.o xpires `` j ;/ � LINDETTA F WILLIAMS Notary Publicfr� / NOTARY PUBUC i Ll �Q Commonwealth of Virginia Reg. # 184319 Carpers Valley Industrial Park Proffer Statement LCR, LLC COMMONWEALTH OF VIRGIN TIA, AT LARGE F m /City of Lo -) ci-i P S +/ To -wit: February 22, 2019 The foregoing instrumen i C1 vas acknowledged before me this day of Mar , 20 .9, by K LS S E -, of LCR, LLC. My commissio epir (f3 C LINQETTA F. WILLIAMS Public NOTARY PUBLIC Notary � Commonwealth of Virginia Reg. # 184319 Carpers Valley Industrial Park Proffer Statement MDC THREE, LLC CO> IAIONWEALTH OF VIRGINIA, AT LARGE -Eaorrt -/City of j j -.inches- e -y' -3TO-wit. February 22, 2019 r� 19 The foregoing instrument was acknowledged before me this /� day of �,1,'�,Ci� , 2Qkg by S S Nf. I 7jr of MDC THREE, LLC.. My commissio pires 1(� ] LiNDETTA F. WILLIAMS Notary Public NOTARY NOTARY PUBLIC Commonwealth of Virginia Reg. # 184319 Carpers Valley Industrial Park Proffer Statement SUSAN SANDERS, LLC By: By: COMMONWEALTH OF VIRGINIA, AT I.-ARGE 9/City- of W i : l ►f'S y' , To -wit: February 22, 2019 The foregoing instrument was acknowledged before me this 1� day of MtgC '- , 20 3' by h n G. -IRas5e-i I TT -1 of SUSAN SANDERS, LLC. My commis expir, s -3 j DC3 g LINDETTA F. WILLIAMS NOTARY PUBLIC � I Notary Public Commonwealth of Virginia Reg. # 184319 Carpers Valley Industrial Park Proffer Statement LIBERTY HILL, L.C. By: By: AT LARGE County/City of , To -wit: February 22, 2019 The foregoing instrument was acknowledged before me this Zday of VkE,?,v_.)1J , 201 �, j by of LIBERTY HILL, L.C. My commission expires / 17 Notary Public Carpers Valley Industrial Park Proffer Statement MICHAEL E. DICK f�i�f7"�t�tgF CJ�vsir�i c� February 22, 2019 Clllvl �c�aJscrrr�r mLr nr rm �iiv ii i, AT LARGE County/City of , To -wit: The foregoing instrument was acknowledged before me this / day of 1liZC , 201, by MICHAEL E. DICK. My commission expires / // / �J Notary Public Z/Zf Carpers Valley Industrial Park February 22, 2019 Proffer Statement TIMOTHY J. DICK I % ; //,a 70o1�_ AT LARGE County/City of , To -wit: The foregoing instrument was acknowledged before me this I day of u� , 201, by TIMOTHY J. DICK. M commission expires / Y P Notary Public �y _ Carpers Valley Industrial Park February 22, 2019 Proffer Statement THOMAS A. DICK —�X, 4�;� COMMONWEALTH OF VIRGINIA, AT LARGE County/City of ����� (` , To -wit: The foregoing instrument was acknowledged before me this V� day of �L� 204$; by THOMAS A. DICK. ��uuiurruii �A. LYN My couffifission e ices \ i �� ``���'G 'MMo �;�•, Notary Public : RF Fy• O =' m = 07/371.p p�REs i 9 • 9GINI. ' yrPU BIL Proffer Comparison REZONING: PROPERTY: RECORD OWNER: APPLICANT: PROJECT NAME: ORIGINAL DATE OF PROFFERS: PROFFER STATEMENT RZ. #10-08: R4 and RA to R4 278.0 Acres +/-: Tax Map & Parcels 64-A-83, 83A, 84, 85, 86, and 87 (the "Property") Carpers Valley Development, LLC and Governors Hill LLC Carpers Valley Development, LLC and Governors Hill LLC Governors Hill March 24, 2008 REVISION DATE: September 2, 2008; October 31, 2008; December 8, 2008; January 9, 2009; May 1, 2013; June 17, 2013, July 23, 2013; August 15, 2013; September 6, 2013; September 26, 2013; September 18, 2014 The undersigned owners hereby proffer that the use and development of the subject property ('Property"), as described above, shall be in conformance with the following conditions, which shall supersede all other proffers that may have been made prior hereto. In the event that the above referenced rezoning is not granted as applied for by the Applicant ("Applicant"), these proffers shall be deemed withdrawn and shall be null and void. Further, these proffers are contingent upon final rezoning of the Property with "Final Rezoning" defined as that rezoning that is in effect on the day upon which the Frederick County Board of County Supervisors (the "Board") grants the rezoning. The headings of the proffers set forth below have been prepared for convenience or reference only and shall not control or affect the meaning or be taken as an interpretation of any provision of the proffers. The improvements proffered herein shall be provided at the time of development of that portion of the Property adjacent to or including the improvement or other proffered requirement, unless otherwise specified herein. The term "Applicant" as referenced herein shall include within its meaning all future owners, assigns, and successors in interest. When used in these proffers, the "Master Development Plan" shall refer to the plan entitled "Master Development Plan, Governors Hill" prepared by Patton. Harris Rust & Associates, (the "MDP") dated March 2008 revised January 9, 2009, MWANIXIMM 1.1 The project shall be designed to establish interconnected mixed-use residential and commercial/employment Land Bays in general conformance with the MDP, and as is specifically set forth in these Page 1 of 12 proffers subject to minor modifications as necessary upon final engineering including but not limited to intersection alignments. The Carpers Valley Industrial Park will continue to be in general conformance with the MDP associated with Rezoning 05-13. 1.2 All development, including street landscaping, shall be accomplished in general conformance with the "Governors Hill, Design and Development Standards", prepared by PHR&A attached hereto and incorporated herein by reference (the "Design and Development Standards"). While this requirement would continue to apply the remaining Governors Hill parcels. Carpers Valley Industrial Park would not be subject to these requirements. 1.3 Residential uses shall be prohibited in the area identified as Land Bay 2 on the MDP. Furthermore, Land Bay 2 shall be restricted to those uses permitted in the General Business (B-2) zoning district as specified in the Frederick County Code Article X, §165-82B(1). This Proffer only applies to Governors Hill Land Bay 2 and therefore would not affect the Governors Hill Land Bay 1. 1.4 Except as modified herein, areas of residential development on the Property shall be limited to Land Bay 1 and shall be developed in conformance with the regulations of the Residential Planned Community ("R4") zoning district, including permissible housing types set forth in the Frederick County Code Article VII, §165-67 through §165-72, as cross-referenced to Article VI, §165-58, through §165-66. Unit types and lot layouts within residential Land Bays may comprise any of the permitted unit types as set forth in the Design and Development Standards, and authorized for the R4 district, and these Proffers. This Proffer does not currently apply to Governors Hill Land Bay 2 (proposed Carpers Valley Industrial Park) 1.5 Residential development on the Property shall not exceed 550 dwelling units, with a mix of housing types permitted in the R4 district. Multi- family units, as defined by the Design and Development Standards, shall not exceed 50% of the total number of dwelling units developed in the project. No residential structures shall be closer than 2000 feet from the centerline of the existing Winchester Airport runway. The proffer does not currently apply to Governors Hill Land Bay 2 (proposed Carpers Valley Industrial Park) 1.6 Prior to the Property exceeding 1,285,000 square feet of commercial building floor area, the Applicant shall submit to the County a revised Traffic Impact Analysis (TIA) for the Property. The total permitted commercial building floor area may increase provided that the Applicant completes a revised traffic impact analysis which identifies the impacts of trips for commercial development in excess of 45,815 Average Daily Trips (ADT) and mitigation, if necessary for said impacts is provided by the Applicant in a form that is acceptable to the County and VDOT. The proffer only applies to Governors Hill Land Bay 2 and therefore would not affect the Governors Hill Bay 1. 2. CONSTRUCTION OF A UNIFIED DEVELOPMENT 2.1 The Property shall be developed as one single and unified development in accordance with applicable ordinances and regulations for the R4 zoning district, the MDP as approved by the Board, and this Proffer Statement. While this requirement would continue to apply the remaining Governors Hill parcels, Carpers Valley Industrial Park would not be subject to these requirements. Page 2 of 12 3. ACCESS TO ARMORY PARCEL 3.1 The Applicant has designed and constructed a two lane public roadway, identified on the MDP as Pendleton Drive, from Arbor Court to the entrance of the Armory Site (TM 64-A-82). At such time that Tazewell Road is constructed as depicted on the MDP, the Applicant shall extend Pendleton Drive to connect with Tazewell Road. As this improvement has been completed, there is no affect on either Governors Hill Land Bays. 4. PHASING OF RESIDENTIAL DEVELOPMENT 4.1 Building permits for Land Bay I of the Property shall be issued on the following phasing schedule: Year 1 (Months 1 -12) - Year 2 (Months 13-24): Year 3 (Months 25-36): Year 4 (Months 37-48): 140 building permits 140 building permits 140 building permits 130 building permits The above identified phasing schedule is taken from the Date of Final Rezoning (DFR). Any building permits not issued within any given year may be carried over to the following year, however the Applicant shall not make application for more than 200 residential building permits in any given year. This proffer only applies to Governors Hill Land Bay 1 and therefore does not affect the Governors Hill Land Bay 2. 4.2 Commercial and employment uses may be constructed at any time. This proffer is not affected by the proposed rezoning. 4.3 Improvements including a 3,000 square foot community center, 3,500 square feet of neighborhood swimming pools, and a dog park shall be constructed in conjunction with residential development in Land Bay 1 and the land therefor shall be dedicated upon completion of the improvements to the Property Owners Association. The location thereof shall be depicted on final subdivision plans for such residential development. These recreational amenities shall serve to meet the requirement of 1 recreation unit per 30 dwellings. These improvements shall be completed prior to the issuance of the 281st residential building permit. This proffer only applies to Governors Hill Land Bay 1 and therefore does not affect the Governors Hill Land Bay 2. 5. ARCHITECTURE, SIGNAGE, AND LANDSCAPING: 5.1 All buildings on the Property shall be constructed using compatible architectural styles. The Applicant shall establish one or more Architectural Review Boards through the required Property Owner Association to be created to enforce and administer a unified development plan in general conformity with the Design and Development Standards. While this requirement would continue to apply to the remaining Governors Hill parcels, Carpers Valley Industrial Park would not be subject to these requirements. The Carpers Valley Industrial Park proffer does however include a note that its buildings shall be compatible in style and materials. Page 3 of 12 5.2 All signage within the Property shall be in substantial conformity with a comprehensive sign plan that meets the requirements of the Zoning Ordinance for signage, which shall be submitted in conjunction with the first final site or subdivision plan for the Property. While this requirement would continue to apply the remaining Governors Hill parcels, Carpers Valley Industrial Park would not be subject to these 6. PEDESTRIAN TRAIL SYSTEM AND RECREATION AREAS requirements. 6.1 The Applicant shall design and build a public pedestrian -bicycle trail system to Virginia Department of Transportation standards that links residential and commercial areas within the development. Said trails shall be in the locations generally depicted on the MDP. To the extent that such trails are not depicted on the MDP at the time of Final Rezoning, such trails shall be connected with or linked to the internal street and sidewalk network. Sidewalks shall be constructed on public streets to VDOT standards, and a minimum of four -foot sidewalks shall be constructed on private streets. All combined pedestrian/bicycling trails shall be 10 feet wide, and shall have an asphalt surface. While this requirement would continue to apply to the remaining Governors hill parcels. The Carpers Valley Industrial Park proffer does however include a requirement that a 7. FIRE & RESCUE: hiker biker trail and sidewalks will be provided along Coverstone Drive. 7.1 The Applicant shall contribute to the Board the sum of $422 per dwelling unit for fire and rescue purposes, payable upon the issuance of a building permit for each dwelling unit. This proffer only applies to Governors Hill Land Bay 1 and therefore not affect the Governors Hill Land Bay 2. 7.2 Following Final Rezoning, the Master POA to be created in accordance herewith shall contribute annually, on or before July lst of each year, the sum of $100 per constructed residential unit, and $100 per 1000 square feet of constructed commercial (not including any land in public use), to the fire and rescue company providing first response service to the Property. Such contribution shall be monitored and enforced by the master POA, and the Board may require an accounting of such payments at such times and upon such conditions as it may determine necessary. Said monetary contribution shall cease at such time that the fire and rescue company providing first response service is no longer a volunteer operation or should the County adopt a fee for service plan to provide fire and rescue services.While this requirement would continue to apply the remaining Governors Hill Parcels, Carpers Valley Industrial Park would not be subject to these requirements. The Carpers Valley -Industrial Park 8. SCHOOLS: proffer does however include a requirement that a donation to Millword Fire and Rescue Company in the amount of $15,000. 8.1 The Applicant shall contribute to the Board the sum of $1,714 per dwelling unit for educational purposes, payable upon the issuance of a building permit for each dwelling unit. This proffer only applies to Governors Hill Land Bay 1 and therefore does not affect the Governors Hill Land Bay 2. Page 4 of 12 9. PARKS & OPEN SPACE: 9.1 The Applicant shall contribute to the Board the sum of $343 per dwelling unit for recreational purposes, payable upon the issuance of a building permit for each dwelling unit. This proffer only applies to Governors Hill Land Bay 1 and therefore not affect the Governors Hill Land Bay 2. 10. LIBRARIES: 10.1 The Applicant shall contribute to the Board the sum of $79 per dwelling unit for library purposes, payable upon the issuance of a building permit for each dwelling unit. This proffer only applies to Governors Hill Land Bay 1 and therefore not affect the Governors Hill Land Bay 2. 11. ADMINISTRATION BUILDING: 11.1 The Applicant shall contribute to the Board the sum of $79 per dwelling unit upon issuance of a building permit for each dwelling unit to be used for construction of a general governmental administration building. This proffer only applies to Governors Hill Land Bay 1 and therefore not affect the Governors Hill Land Bay 2. 12. CREATION OF PROPERTY OWNERS' ASSOCIATION: 12.1 The Master Property Owners Association to be created in accordance herewith shall be created contemporaneously with the first final site or subdivision plan submitted for the Property. While this requirement would continue to apply the remaining Governors Hill parcels. Carpers Valley Industrial Park would not be subject to these requirements. 12.2 The Applicant shall establish a Master Property Owners' Association (hereinafter "Master POA") for Governors Hill, in its entirety, that shall, among other things, have responsibility for assuring compliance with design guidelines and standards, signage requirements, landscape maintenance, and similar matters. Any homeowners' or property owners' associations created for commercial or residential uses individually shall act as a subset of the Master POA. There would be no facilities or maintenance shared between the Carpers Valley Industrial Park and Governors Hill Land Bay 1 and therefore no Master POA is required. 12.3 The residential portion of the development shall be made subject to one or more Property Owners' Association(s) (hereinafter "Residential POA") that shall be responsible for the ownership, maintenance and repair of the community center, walking trails in Land Bay 1, swimming pools, all common areas, including any conservation areas that may be established in accordance herewith not dedicated to the County or others, and stormwater management facilities not dedicated to public use in Land Bay 1, for each area subject to their jurisdiction, and shall be provided such other responsibilities, duties, and powers as are customary for such associations or as may be required for such Residential POA herein. This proffer only applies to Governors Hill Land Bay 1 and therefore not affect the Governors Hill Land Bay 2. 12.4 In addition to such other duties and responsibilities as may be assigned, a Residential POA shall have title to and responsibility for the following in Land Bay 1: (i) all common open space areas not otherwise dedicated to public use, (ii) common buffer areas located outside of residential lots; (iii) private streets serving the residents who are members of such Page 5 of 12 association; (iv) common solid waste disposal and recycling programs, including curbside pick-up of refuse by a private refuse collection company, and (v) responsibility for the perpetual maintenance of any street, perimeter, or road buffer areas, all of which buffer areas shall be located within casements to be granted to the Residential POA if platted within residential or other lots, or otherwise granted to the Residential POA by appropriate instrument. This proffer only applies to Governors Hill Land Bay 1 and therefore not affect the Governors Hill Land Bay 2. 12.5 The Residential POA shall be so established that it possesses all necessary powers to set and revise fees and dues in sufficient sums to perform the responsibilities assigned to it hereunder and under the Declaration to be recorded creating such Association. In addition, upon any conveyance of a residential unit from the builder thereof to a home purchaser, there shall be a fee paid by the home purchaser to the Residential POA in an amount equal to three times the then -current monthly residential dues applicable to the unit so conveyed. This proffer only applies to Governors Hill Land Bay 1 and therefore not affect the Governors Hill Land Bay 2. 12.6 Any commercial portion of the development (with the exception of any property owned or leased by the United States, or Frederick County) shall be made subject to one or more Property Owners' Association(s) (hereinafter "Commercial POA"). Such Commercial POA(s) shall be responsible for the ownership, maintenance and repair of all common areas in Land Bay 2, including any conservation areas that may be established in accordance herewith not dedicated to the County or others, and stormwater management facilities (under common (open space) ownership) not dedicated to public use for each area subject to their jurisdiction, and shall be provided such other responsibilities, duties, and powers as are customary for such associations or as may be required for such Commercial POA herein. While this requirement would continue to apply the remaining Governors Hill parcels. Carpers Valley Industrial Park would not be subject to these requirements. 12.7 In addition to such other duties and responsibilities as may be assigned, a Commercial POA, in Land Bay 2, shall have title to and responsibility for (i) all common open space areas not otherwise dedicated to public use, (ii) common buffer areas located outside of commercial lots; (iii) responsibility for the perpetual maintenance of any street, perimeter, or road buffer areas, all of which buffer areas shall be located within easements to be granted to the Commercial POA if platted within commercial or other lots, or parcels, or otherwise granted to the Commercial POA by appropriate instrument. While this requirement would continue to apply the remaining Governors Hill parcels. Carpers Valley Industrial Park would not be subject to these requirements. 13. WATER& SEWER: 13.1 The Applicant shall be responsible for connecting the Property to public water and sewer. It shall further be responsible for constructing all facilities required for such connection at the Property boundary. All water and sewer infrastructure shall be constructed in accordance with the requirements of the Frederick County Sanitation Authority. This proffer is not affected by the proposed zoning. Page 6 of 12 14. ENVIRONMENT: 14.1 Stormwater management and Best Management Practices (BMP) for the Property shall be provided in accordance with the Virginia Stormwater Management Regulations, First Ed. 1999, Chapter 2, Table 2-3. This proffer is not affected by the proposed zoning. 14.2 The Applicant shall provide notice in all sales literature, in covenants, conditions and restrictions for any Property Owners' Associations, of the adjacency of the Winchester Regional Airport. The Applicant shall provide noise attenuation treatment for all residential units. 15. TRANSPORTATION: This proffer is not affected by the proposed zoning. 15.1 The major roadways to be constructed on the Property shall be constructed in the locations depicted on the MDP, with reasonable adjustments permitted for final engineering. This proffer is not affected by the proposed zoning. 15.2 Excluding 300,000 square feet of office uses which may be developed at any time utilizing access to the existing completed portion of Coverstone Drive, the Applicant shall design and construct Coverstone Drive as a full section with raised medians on a minimum 90' right-of-way, utilizing the following phasing schedule: PHASE 1: Phase I shall consist of the full four lane section including a ten -foot trail from Millwood Pike to the first intersection on Coverstone Drive as depicted on the MDP from Point A to Point B. Said roadway shall be constructed to base asphalt prior to issuance of a certificate of occupancy for any commercial building for the Property and/or prior to issuance of a building permit for any residential units, excluding model homes, located in Land Bay 1. Phase 1 improvements shall consist of all necessary improvements, including signalization when warranted by VDOT, to create a four way intersection at the existing intersection of Inverlee Way and Millwood Pike as shown on the MDP. As the Carpers Valley Industrial Park does not require the connection of Coverstone Drive to Millwood Ave, this proffer only applies to Governor's Hill Land Bay 1 and therefore would not affect the Carpers Valley Industrial Park. Page 7 of 12 PHASE 2: Phase 2 shall consist of construction of a two lane section of Coverstone Drive from Point B to Point C as depicted on the MDP. Said roadway improvements shall be completed prior to issuance of a certificate of occupancy for any use that would cause the Property to exceed 400,000 square feet of commercial building area. This proffer only applies to Governors Hill Land Bay 2 and therefore not affect the Governors Hill Land Bay 1. PHASE 3: Phase 3 shall consist of construction of the remaining two lane section of Coverstone Drive from Point B to Point C as depicted on the MDP. Said roadway improvements shall be completed prior to issuance of a certificate of occupancy for any use that would cause the Property to exceed 800,000 square feet of commercial building area. This proffer only applies to Governors Hill Land Bay 2 and therefore not affect the Governors Hill Land Bay 1. PHASE 4: The Applicant shall design Coverstone Drive Extended as a four - lane section from Prince Frederick to Relocated Route 522 as depicted from Point D to Point E or for a maximum distance of 800 feet when the alignment of Relocated 522 has been determined by VDOT, and the right of way for this segment of Coverstone Drive has been acquired by VDOT or Frederick County. In the event that the alignment for relocated Route 522 has not been determined or if the right of way for Coverstone Drive Extended is not secured by June 30, 2018 then the Applicant shall pay to the County $20,000 for transportation improvements within the vicinity of the Property in lieu of designing said portion of Coverstone Drive. The Applicant shall further pay to the County $1,000 for each permitted residential unit as a contribution towards the future construction of Coverstone Drive Extended, but if the conditions above have not been met by June 30, 2018 then these funds may be used for other projects in the vicinity of the Property that have a rational nexus to the Property. Such funds shall be paid at the time of building permit issuance for each of the permitted residential units. As the Carpers Valley Industrial Park does not require the connection of Coverstone Drive to Rte 522, this provision does not affect the Carpers Valley Industrial Park. 15.3 Notwithstanding any other provisions of these proffers, the Applicant shall construct Coverstone Drive as a full four - lane section as required in Proffer 15.2 from Millwood Pike to Prince Frederick Drive prior to November 1, 2025. A median break and eastbound left turn lane shall be constructed at the existing Millwood Pike and Inverlee intersection prior to November 1, 2015. As the Carpers Valley Industrial Park does not require the connection of Coverstone Drive to Millwood Ave, this proffer only applies to Governor's Hill Land Bay 1 and therefore would not affect the Governor's Hill Land Bay 2. Page 8 of 12 15.4 The Applicant shall design and construct Tazewell Road as shown on the MDP as a minimum two lane roadway within a variable width right of way with a maximum right of way width of 60' to provide access to residential uses within Land Bay 1 and other commercial areas of Land Bay 2. Said Wright of way width shall be required for Tazewell Road between Coverstone Drive and Pendleton Drive. The right of way and road width shall decrease for the remaining portions of Tazewell Road. Said roadway shall be constructed in phases as needed for future subdivision plans. Furthermore, no certificate of occupancy for any residential dwelling that is served by Tazewell Road, excluding model homes, shall be issued until such time that access to Land Bay 1 from Millwood Pike is provided via Coverstone Drive and Tazewell Road. This proffer only applies to Governors Hill Land Bay 1 and therefore does not affect the Governors Hill Land Bay 2. 15.5 The Applicants shall pay to the County the amount of $75,000 for signalization or other road improvements at the intersection of Millwood Pike (CJS Route 50) and Victory Road (Route 728). Such funds shall be paid within sixty (60) days of the issuance of the first residential building permit in Land Bay 1. This proffer only applies to Governors Hill Land Bay 1 and therefore does not affect the Governors Hill Land Bay 2. 15.6 The Applicants shall pay to the County the amount of $175,000 for signalization or other road improvements at the intersection of Costello Drive and Prince Frederick Drive. Such funds shall be paid within sixty (60) days of receiving written request from the County and VDOT after acceptance of Phase 2 Coverstone Drive Improvements per Proffer 152 into the State highway system. Carpers Valley Industrial Park is undertaking improvements to intersections on Prince Frederick Drive. Governors Hill Land Bay 1 may be responsible for further improvements 15.7 Access to Millwood Pike shall be limited to Coverstone Drive as shown on the MDP with the exception of the private driveway currently serving TM 64 -A -83B. The Applicant shall close said driveway once access is provided to TM 64 -A -83B via the internal residential street network as depicted on the MDP. Additionally, the Applicant shall close the existing crossover previously used for access to the golf course concurrent with Phase I improvements as provided by Proffer 15.2. This proffer is not affected by the proposed zoning. 15.8 All public right-of-ways shall be dedicated to Frederick County as part of the subdivision approval process, consistent with applicable Virginia law. This proffer is not affected by the proposed zoning. 15.9 All public streets and roads shall be designed in accordance with the Virginia Department of Transportation specifications, subject to review and approval by Frederick County and VDOT. This proffer is not affected by the proposed zoning. 15.10 All private streets and roads shall be constructed in accordance with the current Virginia Department of Transportation structural standards, and as may be modified by the County, and shall be owned and maintained by the Property Owners Association served by such streets or roads. This proffer only applies to Governors Hill Land Bay 1 and therefore does not affect the Governors Hill Land Bay 2. Page 9 of 12 15.11 The design of off-site road improvements shall be in general conformance with the plan entitled "Governors Hill Road Improvements" Sheets 1-2, as prepared by Patton Harris Rust and Associates, dated October 30, 2008. Excluding 300,000 square feet of office uses which may be developed at any time utilizing access to the existing completed portion of Coverstone Drive, off-site improvements shall be constructed in three phases as depicted on the aforementioned pians as follows: As the Carpers Valley phase A: Industrial Park does not require the connection of Coverstone Drive to Millwood Ave, this proffer only applies to Governor's Hill Land Bay 1. Phase 13: Carpers Valley Industrial Park is proposing improvements at these intersections as required by the impacts identified by the TIA. Phase A improvements shall consist of improvements at the intersection of Millwood Pike/Inverlee Way/Coverstone Drive and shall be completed coincident with Phase 1 Coverstone Drive construction per Proffer 15.2. Phase B improvements shall consist of improvements at the intersections of Millwood Pike/Prince Frederick Drive and Prince Frederick Drive/Costello Drive. Phase B improvements shall be completed coincident with Phase 2 Coverstone Drive construction per Proffer 15.2. As the Carpers Valley Phase C: Phase C improvements shall consist of improvements at the Industrial Park does not intersection of Millwood Pike/Sulphur Spring Road. Phase C require improvements at improvements shall be completed coincident with Phase 3 this intersection, this p p proffer may only apply to Coverstone Drive construction per Proffer 15.2. Governors Hill Land Bay 1. 15.12 The Applicant shall make good faith efforts to obtain any off-site right of way needed to complete any proffered off-site transportation improvements. In the event that the Applicant is not able to obtain the right of way and, further, the County and/or State of Virginia do not obtain the necessary right of way, in lieu of constructing the road improvement, the Applicant shall provide a monetary contribution to Frederick County that is equivalent to the estimated construction cost of those road improvements that could not be implemented. The construction cost estimate shall be subject to review and approval by VDOT. The monetary contribution shall coincide with the commercial area threshold that triggers the off-site road improvement as identified in Proffer 15.11. This proffer is not affected by the proposed zoning. 15.13 Any future transportation analyses which may be required for the Property, shall utilize Code 820 "Retail" per the I.T.E. Trip Generation Manual 7th Edition for any commercial use other than office use. With the Carpers Valley Industrial Park Rezoning,this proffer no longer applicable. Page 10 of 12 15.14 In the event any proffered off-site road improvements are constructed by others, the Applicant shall provide a monetary contribution to Frederick County that is equivalent to the estimated construction costs of those proffered road improvements not installed by the Applicant. The construction cost estimate shall be subject to review and approval by VDOT. The monetary contribution shall coincide with the commercial area threshold that triggers the offsite road improvements as identified in Proffer 15.11. This proffer is not affected by the proposed zoning. 16. CULTURAL RESOURCES INVESTIGATION AND PRESERVATION The Applicant shall conduct or cause to be conducted a Phase I Archaeological Investigation of the Property, prior to the approval of the first final site or subdivision plan for the Property, and shall complete Phase 11 and III investigations thereof as may be demonstrated to be necessary by the Phase I study. This proffer is not affected by the proposed zoning. 17. ESCALATOR CLAUSE 17.1 In the event any monetary contributions set forth in the Proffer Statement are paid to the Frederick County Board County Supervisors ("Board") within 30 months of October 12, 2005, as applied for by the Applicant, said contributions shall be in the amounts as stated herein. Any monetary contributions set forth in the Proffer Statement which are paid to the Board after 30 months following October 12, 2005 shall be adjusted in accordance with the Urban Consumer Price Index ("CPI -U") published by the United States Department of Labor, such that at the time contributions are paid, they shall be adjusted by the percentage change in the CPI -U from that date 30 months after October 12, 2005 to the most recently available CPI -U to the date the contributions are paid, subject to a cap of 5% per year, non -compounded. This proffer is not affected by the proposed zoning. 18. SEPTEMBER 18, 2014 PROFFER REVISION 18.1 The revisions dated September 18, 2014 apply only to tax parcels 64-A-86 and 64-A-87 and do not apply to the other properties subject to the Proffer Statement dated September 26, 2013. These modifications increase from. 200,000 to 300,000 the square footage of office floor space which may be developed, on any or all of the properties subject to the Proffer Statement dated September 26, 2013, utilizing access from the completed portion of Coverstone Drive. This increase in floor space is indicated in Sections 15.2 and 15.11 of this Proffer Statement. This proffer only applies to Governors Hill Land Bay 2 and therefore does not affect the SIGNATURES APPEAR ON THE FOLLOWING PAGES Governors Hill Land Bay 1. The Carpers Valley Industrial Park TIA demonstrates less traffic generation than the approved 300,000 square footage of office floor space would generate. Page 11 of 12 JGR Three L.L.C. JPG Three L.L.C. Managing Member hard Dick, Malager STATE OF VIRGINIA, AT LARGE T -wit: �,; r� ►r+C� 5 The fore ing insU-um nt as a kno ledged before me this ra 4day of 2014, by+C.1plS�`CjL My co sio fres j 3 >< S Notary Public ` ,"1{1111/lf/'tfI `�i�'v�•',S" MIV ' •. '�`'t/� iii NOTARY ` .•. �` PLfsLIC ik -REG, #138 8 MY COMMISSION r ' EXPIRES If�JI 111 !!!11\l Page 12 of 12